In no event shall such Indemnitee be required or, shall Lessee be permitted, to contest the imposition of any Tax for which Lessee is obligated pursuant to Section 10(a) unless (P) Lessee shall have agreed to pay such Indemnitee on demand, and indemnify such Indemnitee from, and shall so pay and indemnify on demand of such Indemnitee from time to time, all reasonable out-of-pocket costs and expenses that such Indemnitee incurs in contesting such claim or arising out of or relating to such contest (including, without limitation, all out-of-pocket costs, expenses, losses, reasonable legal and accounting fees, disbursements, penalties, interest and additions to tax); (Q) such Indemnitee shall have reasonably determined that the action to be taken will not result in a sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of Lessor in a manner reasonably